Penny 10: Wielder of the Ultimatrix
by TheFemaleBen10
Summary: Meet 14-year-old Penny, who lives in the year of 2103. An intergalactic war is brewing, and a new wielder of the Ultimatrix/Omnitrix is needed. Will Penny prove to be a greater hero than anyone could ever imagine? Rated T to be safe(In case of violence).


**This series of events occurs as if the events of Ben 10 all the way up to Ultimate Alien have occurred. Omniverse has NOT yet occured(as I think it's complete garbage), and nothing from Omniverse will be included. Thanks chu, and enjoy!**

* * *

_**Years have passed since the death of Ben Tennyson, our great hero. Vilgax was killed, once and for all, but in that same battle, we lost many lives. One of those people was Ben Tennyson. As Azmuth saw fit, the Ultimatrix was removed and taken back to the planet Galvan Prime, as Ben was the only one Azmuth thought worthy to wield the Ultimatrix.**_

_**Since then, Earth has had little to no technological advances, and the knowledge that aliens exist has minimized from the large population it once was to the Plumbers and a small few who have shared the knowledge from generation to generation.**_

_**It is now the year 2103.**_

* * *

_Chapter One: Space pods, goopy stuff, and an irremovable watch, OH MY_

"Penny! Catch!" A football hits me in the back of the head, and I trip and fall with all of the schoolbooks I'm carrying.

I gather my books up, which proves to be a difficult task without my glasses, which have also fallen off. Ryan, the boy who threw the football, hands me my glasses and I blink one, twice, then say, "Ryan, you do know how hard it would be for me to catch a football while carrying five textbooks, three notebooks, and two folders?"

"Duh, not hard at all. Just drop the stuff and catch it," he says indifferently. He may be one of the most popular kids at school, but that doesn't mean he's smart at all. He's quite dimwitted, so that's one reason I'm not one of the girls that swoon day and night over him.

The other reason is the fact that he always throws footballs at the back of my head. And I never can catch them.

I grumble and continue walking down the school hallway to my locker. Entering the combo and placing the textbooks, notebooks, and folders inside of it, I shut the door and clasp the lock. _End of the school day. Finally, _I think. _If I can just make it home without-_

"Hey! Four-eyes!"

-Lydia.

The most popular girl in school. You do not want to mess with her. She hates everyone except the few people who are just as snobby and rich as her, who are her goony friends that follow her everywhere. The couple of things that I learned are that she's extremely vain and she's arachnaphobic. Afraid of spiders. That's my advantage.

I reopen my locker and search for the jar that I put in there.

"Hey. I'm talking to you. Four-eyes!"

"What, Lydia?" I finally answer. "If you want to get fashion advice, take lessons from the hobos. It'll make you look ten times better." I continue searching for the jar.

"Did she just say that?"

"She's crazy if she said that."

"She's totally dead meat."

Lydia strides even closer on balanced heels, peering in at what I'm doing. I lift up a few crumpled papers to find the jar that I've been looking for.

"Look, Lydia," I say, lifting it out. Inside the jar is a

_pholcus phalangioides, _more commomly known as the daddy long legs spider. Perfectly harmless, but enough to scare her out of her mind. Lydia's sweating, I can see the beads trickling down the sides of her face. "It's my friend, Sammy Spider." As if on cue, the spider starts jumping about the jar.

"I think it's restless," I say. "It wants a hug. You want to give it a hug?" I loosen the lid of the jar. Lydia takes a couple of steps back.

"You're not gonna let that thing crawl on me, are you?" she says.

"Of course not," I say. Lydia relaxes. "I'm gonna let it plant itself on your face," I finish, then fling the jar open and shake the spider onto Lydia.

She screams with fear, and I can't help but laugh my socks off as Lydia freaks out and runs. Her gooney friends follow her, shrieking exactly like her.

I know I can't stay around for long, or Lydia and her friends will find me(after they stop freaking out because of Sammy Spider) and then I'll be in REAL trouble. I give one last sigh, signifying that I'm done laughing, and swing my backpack over my shoulder and get going home.

* * *

-On the planet Galvin Prime-

"Evil is stirring up in the galaxy again," a small creature says. This small creature is about three inches tall at the most, and blue with his yellow eyes covering the bigger portion of his head. He is standing in a large tower, looking out of a large window. "I can feel this time it's going to take more than an army of Plumbers."

"Right you are, Azmuth," says a man who just then appears right next to the blue creature. The man has black hair and is wearing a long, white, lab coat over an orange shirt. his pants are blue, and he has black shoes. "You know what this means. We're going to have to have another wielder."

"Of the Ultimatrix?" the blue creature asks in surprise. "First off, the Ultimatrix was not made as a weapon, but a tool to help all living beings. Also, after the Tennyson boy, I swore I wouldn't let anyone else even touch it, let alone wield it. It would cause them too much pain. It would cause _me _too much pain to have to eventually let them go. Besides, the Tennyson boy was the only one worthy to wield it, Paradox," he concludes.

"But what will happen to the universe, then?" the man counters. "Will you just stand by and let innocent people die? Or will you step up and wield the Ultimatrix?"

"Galaxies forbid I'll ever have to wield it again," the creature says. He begins pacing.

"Then will you give it to someone to wield?" asks the man. "You know I travel through the space-time continuum. I know what will happen."

"Then who shall I give it to?" the creature stops pacing and looks up at the man. "Who is right to wield the Ultimatrix?"

"As for that, I cannot tell you," says the man. "Of all people, you should know my restrictions. But, I can say that the certain person you should give it to lives in the hometown of someone we both know very well."

"What kind of a hint is that?" the creature says. "We both know a lot of people!"

The man chuckles. "Old friend, you will know who it is. You will know."

"Paradox," the creature says, "You are the most crazy and yet most sane person I've ever known."

"Of course, Azmuth." He pauses, then jumps in lively, "Well, ta-ta for now!" and he disappears in a flash of light.

"Paradox," the creature says to himself, "You better be right." He stares out the window. "And I think I know which person that we both know- or knew- you're talking about."

* * *

-Back on Earth-

I stop running about five minutes later. I stand still, drop my backpack, and hunch over and place my hands on my knees. I was never very good at running.

"Whoo," I say, then look around a bit to asess where I am. I'm on the trail in the middle of the Bellwood Nature Preserve. Hardly anyone walks on this trail anymore, unless you want to be attacked by the raccoon everyone calls Burly. Burly lives in a fallen log near the middle of the trail. Somehow I managed to befriend Burly. He doesn't attack me, I try not to wake him up when I walk past.

I collapse on the grass to the side of the trail, not caring about anything else except the fact that I'm utterly pooped.

I look up and see a bright spot in the sky. Not the sun, I know. It keeps getting closer.

"Schnitzel," I say, eyes widening.

* * *

-Somewhere in space-

The blue creature, Azmuth, flips a switch on the spaceship and turns it to autopilot for a few moments. He walks towards the back of the small yet adequately armed ship to check on the precious cargo that he is carrying.

Azmuth opens the sphere containing it, and inside sits a fairly large wristwatch. it would be way too large for him, but probably around the right size for its new wielder. Then again, the Ultimatrix adjusts its size to the wearer.

In the dim light, the green intergalactic peace symbol embedded on the Ultimatrix glows faintly. Azmuth closes the sphere and is about to head back to the front when he hears a bang. Almost instinctively he puts a hand on the sphere containing his precious cargo, the only cargo.

"Where is the old Galvan?" A voice says from the front of the ship. Azmuth doesn't recognize the voice, but he knows it's a thief who somehow got word- although Azmuth can't possibly imagine how he could have gotten word- that the Ultimatrix was heading through this part of the galaxies.

Azmuth turns to the emergency cargo release and sticks the sphere inside it. Quickly, he presses a couple of buttons to determine their position- right over Earth, near Bellwood. Perfect. Azmuth aims it to a desolate spot- the nature preserve.

The door to the cargo hold opens, and a large, red Tetramand is standing in the doorway.

"Don't move a muscle, Azmuth," he says.

Azmuth presses the button to jettison the pod towards Earth. "Eh, what does it matter? You won't kill me because I'm too valuable a piece. I designed this jettison myself, so the target can't be tracked. I'm your only clue as to where I sent it."

The tetramand picks up Azmuth in his large, meaty fist. "Now you're going to tell me where you sent that pod," he says.

"You know what? No," Azmuth says.

"Then I guess I'll just have to make you spill the beans."

* * *

-Back on Earth-

I gulp as the light gets closer. Standing up and swinging my backpack over my shoulder, I shield my eyes with my free hand and squint to get a better look. It looks like a falling star- then again, it might be a satellite. Or a comet.

It comes closer, and I let my common sense take over and start to nervously back up. The white light gets closer, and I run as it crashes, barely missing me.

"Holy crow," I say, approaching the crash. It's not a satellite, star, or comet. It's made of metal. I slide down into the small crater and take a closer look. As soon as I lean over the spherical construction, it opens and smoke emits from the inside. I wave it away with my hands, coughing a bit before it's completely cleared. Inside is a fairly large wristwatch. A very advanced technological wristwatch. Its color scheme is mainly green. The hourglass symbol on the face is green, and the other parts of the circle that it's in are black.

"Huh," I say, and reach in with my right hand and pull it out. The hole is large enough so I can slip my left hand through it, but it's vaguely loose.

"Cool, but it's kinda loose," I say to myself. Then the watch shrinks, to fit my wrist exact. It's kinda weird, if you think about it, but it's kinda cool at the same time, too. I try to take it off, but it's tight and I can't force it off.

Now I'm starting to get a little freaked out.

The watch beeps, then a voice eminates from it. "Ultimatrix acivated. Now recalibrating."**

"Whoa whoa whoa, recalibrating? Talking watch? Are you serious? And what the heck is an... Ultimatrix?" I say, all confused, stunned, awed, and scared at the same time.

The watch then glows green and starts to change its shape. It melds into a black watch now, with the same green hourglass on the face. One green button protrudes from the side closest to me. I feel as if the watch is saying, "Okay, I'll give you a button. Knock yourself out."

I know I shouldn't press it, as most button-pressing results in something getting blown up- in the movies, anyways. But it's a big _green _button, not a big _red _button, so it can't be that bad.

When my finger comes down on the button, the face pops up, revealing a cylindrical dial. A hologram of a creature- not human, that's for sure- a hologram of a green, goopish creature with a small metal device over its head appears on top of the cylinder. Goopish. Goop. Somehow, the name feels right. Goop.

I stare for a while at the cylinder, then wonderwhat I do with it. I feel obliged to push it down. I take my index and middle fingers and push down on the cylindrical dial.

"Polymorph selected," the watch says.

A warm tingle runs up my spine, and all my bones seem to turn to jelly. A green pigment runs up my arm and the watch disappears underneath my skin. I feel a strain in my chest and that same green hourglass symbol appears there. I look at both of my hands. I poke my left arm with my right hand, and I really am... goop.

"Holy cow," I manage to get out, but my voice isn't normal. It's a bit high pitched, and it's choppy, like when you roll your R's.

I look up, and a baseball sized metal device floats up there. I think, _okay, what just happened?I'm a flipping pile of goo, for cryin' out loud! _I slow down my thoughts for a moment, then think, _Am I an...alien?After all, the pod that the watch came in fell from the flipping aliens don't exist...but then again, this watch probably shouldn't exist and I shouldn't be a pile of goop!_

And I'm back to square one.

"Okay... so I seem to have morphed into that creature that was the hologram," I say, slowly figuring this out. "The watch allowed me to transform into this thingy."

I move around a bit, getting used to this form. It's like I'm me, but it's also like I'm someone else. I'm in a body of goo, so I should be able to morph my body this way and that...

I pick up my backpack and sling it over my back. My goopy persona doesn't sem to affect the backpack, so that's good. I head to the exit of the nature trail, which is not that far.

Now I start to wonder how I'm going to get back to myself. I'm not that sure it's just going to go poof.

I reah the end of the nature trail and exit into the park. There's one kid there, about 14, and I don't think they'd find a goopy monster normal. I morph my body so it's a puddle on the ground, and slide along so he doesn't see me.

Through all of this weirdness, I actually find the creature I've come to nickname 'Goop', cool, in a sense. Her body-morphing abilities are out-of-this-world, and I think, if I weren't scared, I'd be basking in the coolness of it all.

I slide down the streets all the way until I find my house. _Okay, If I can condense and flatten my body, I can probably elongate it too..._

I will my body to elongate and climb through my open bedroom window. I set my backpack down, and collapse on my bed.

"Penny? Is that you? Penny?"

CRAP. It's my mom. I almost yell to not come in, but I stop myself, remembering my high voice.

"Penny? Are you in there?" I see the bedroom doorknob twisting.

Change back to me now, please, please, please?

I think. The hourglass symbol on my chest flashes red, and a decreasing repetetive beeping resonates throughout the room. There's a flash of red, and I realize I'm back in my normal body.

My mom opens the door. "Penny? Oh, you're home. I didn't see you come in, so I thought I'd come check up here. You alright? I thought I heard something come in the window."

"Oh no, that was just a bird. I chased it out," I say. _I wish it was just a bird._

"Oh, if that's all, then I'll go," my mom says, and she closes the door.

I let out the largest sigh possible, and close my eyes and just breathe. _That was fun. But a little scary. I liked it. _I decide to figure out everything soon.

Just afer I finish my chemistry homework.

**Notes on this chapter:**

**Notice how the sequence in which Penny acquires the Ultimatrix vaguely resembles the same sequence in the original series of Ben 10 where Ben gets the omnitrix. I always liked that scene. I didn't have the Ultimatrix just jump up and attach itself to Penny's arm; I felt that with Penny's personality she would sream and run all the way to Kansas. Instead I had Penny explore the Ultimatrix a bit before it became eminent that it wasn't going to just come off. Also, I always liked the holograms better than the shadows, so I included that.**

**I chose Goop as Penny's first alien, due to the fact that I always had a soft spot for him. I also though that he's the one that Penny wouldn't ****_totally _****freak out about.**

**See recalibrated Ultimatrix here - http-/i+imgur+com/MvN2ZBu+png (replace + with . and replace - with : )


End file.
